NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT (A “REGISTRATION STATEMENT”) AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
COMMON STOCK PURCHASE WARRANT
To Purchase [ ] Shares of Common Stock of
SAFETY QUICK LIGHTING & FANS CORP.
[ ], 2013 (the “Issuance Date”)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”),
dated [ ], 2014 (the “Warrant Date”), CERTIFIES that, for value received, [ ] (the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the Warrant Date and on or prior to [ ], 2018 (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Safety Quick Lighting & Fans Corp., a Florida corporation (the “Company”),
up to [ ] shares (the “Warrant Shares”) of the common stock, no par value, of the Company (the “Common
Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant
shall be US $0.375 (thirty-seven and one half cent US). The Exercise Price and the number of Warrant Shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein.
1. Title to Warrant.
Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable
securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at
the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance
reasonably satisfactory to the Company.
2 Authorization of Shares. The Company covenants
that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented by this Warrant in
accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares, will, upon
exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
3. Exercise of Warrant.
of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery
to the Company of a duly executed Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and
surrender of this Warrant, together with payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire
transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for Warrant Shares
purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise
Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery
Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered
to the Company and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued,
and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant
Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all
taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such Warrant Shares, have been
paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this
Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof.
For the purposes
of this Warrant, “Trading Day” means (i) a day on which the Common Stock is listed or quoted for trading
on the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital
Market (each, a “Trading Market”); or (ii) if the Common Stock is not trading on a Trading Market, a day
on which the Common Stock is quoted in the over-the-counter market as reported by Pink Sheets LLC (or any similar organization
or agency succeeding to its functions of reporting price); provided, that in the event that the Common Stock is not listed or quoted
as set forth in (i) and (ii) hereof, then Trading Day shall mean a day (other than a Saturday or Sunday) on which banks generally
are open in New York, New York for the conduct of substantially all of their activities.
(b) If this
Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing
Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(c) If at
any time after one year from the Issuance Date, there is no effective Registration Statement registering the resale of the Warrant
Shares by the Holder at such time, this Warrant may also be exercised at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:
|(A)||= the VWAP on the Trading Day immediately preceding the date of such election;
|(B)||= the Exercise Price of this Warrant, as adjusted; and
|(X)||= the number of Warrant Shares issuable upon exercise of this Warrant in accordance
with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P.
(based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted
on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National
Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Purchasers and reasonably acceptable to the Company.
4. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.
5. Charges, Taxes and Expenses. Issuance of certificates
for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall
be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the
event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
6. Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.
7. Transfer, Division
to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor
a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant,
if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.
Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this
Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.
Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may
be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Act and under
applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment
letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the Act or a qualified institutional buyer as defined in Rule 144A(a) under the Act.
8. No Rights as
Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price
(or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the
record owner of such Warrant Shares as of the close of business on the later of the date of such surrender or payment.
9. Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.
10. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.
of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares
of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its
outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common
Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted
so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which
it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter
be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per
Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment
made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record
date, if any, for such event.
12. Subsequent Equity Sales. In the event that
on or subsequent to the Issuance Date, the Company issues or sells any Common Stock, any securities which are convertible into
or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase
or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock Equivalents”)
(other than (i) securities issued pursuant to the Company’s offering of up to $4,000,000 in 12% or 15% convertible promissory
notes and warrants to purchase shares of the Common Stock (the “2013 Offering”); (ii) shares of Common Stock
or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved
by the Company’s Board of Directors, and shares of Common Stock issuable under options or warrants that are outstanding
as of the date of the first sale of securities in the 2013 Offering, or issued in the future pursuant to any stock incentive plan
authorized by the Company’s Board of Directors; and (iii) shares of Common Stock issued pursuant to a stock dividend, split
or other similar transaction) at an effective price per share which is less than the Exercise Price, then the Exercise Price in
effect immediately prior to such issue or sale shall be reduced to the lowest per share price of Common Stock in such issuance
or sale or deemed issuance or sale.
Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose
of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such
transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes
option pricing formula. For purposes of this Section 13, “common stock of the successor or acquiring corporation” shall
include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of
such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified
date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 13 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or
disposition of assets.
14. Notice of Adjustment. Whenever the
number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall
state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.
15. Notice of Corporate
Action. If at any time:
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other
shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation, or
(c) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to
Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for
determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice of the date when the
same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the
holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the
holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon
such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed
to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section
16. Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares
upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of
any requirements of the Trading Market upon which the Common Stock may be listed.
Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and
(c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts to be wholly performed within such state and without
regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of New
York. Any legal action or proceeding arising out of or relating to this Warrant may be instituted in the courts of the State of
New York sitting in New York County or in the United States of America for the Southern District of New York, and the parties hereto
irrevocably submit to the jurisdiction of each such court in any action or proceeding. Holder hereby irrevocably waives and agrees
not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding arising out of or based
on this Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above
named courts, that Holder’s property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will
have restrictions upon resale imposed by state and federal securities laws.
(c) Nonwaiver and Expenses. No course of dealing
or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise
prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If
the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission
is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the
following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently
designate in writing to the other party):
(i) if to
Quick Lighting & Fans Corp.
Xxxx, Xxxxx 000
Xx. Xxxxx X. Hills
Xxxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxx X. Xxxxxxx
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for
the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
(f) Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon
the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended
to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Warrant Date.
|SAFETY QUICK LIGHTING & FANS CORP.|
||Xxxxx X. Hills
||President & CEO
NOTICE OF EXERCISE
To: Safety Quick Lighting & Fans Corp.
(1) The undersigned hereby
elects to purchase
Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
|[ ]||in lawful money of the United States; or
|[ ]||the cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 3(c).
(3) Please issue a certificate
or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall
be delivered to the following:
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.